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"The power of shareholders to replace the board is a central element in the accepted theory of the modern public corporation with dispersed ownership. This power, however, is largely a myth. I document in this paper that the incidence of electoral challenges has been very low during the 1996-2005 decade. After presenting this evidence, this paper first analyzes why electoral challenges to directors are so rare, and then makes the case for arrangements that would provide shareholders with a viable power to remove directors. Under the proposed default arrangements, a company will have, at least every two years, elections with shareholder access to the corporate ballot, shareholder power to replace all directors, and reimbursement of campaign expenses for candidates who receive a sufficiently significant number of votes (for example, one-third of the votes cast); and will have secret ballot and majority voting in all elections. Furthermore, opting out of default election arrangements through shareholder-approved bylaws should be facilitated, but boards should be constrained from adopting without shareholder approval bylaws that make director removal more difficult. Finally, I examine a wide range of objections to the proposed reform of corporate elections, and I conclude that the case for such a reform is strong"--John M. Olin Center for Law, Economics, and Business web site.
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Book Details
Edition Notes
Title from PDF file as viewed on 3/19/2007.
Includes bibliographical references.
Also available in print.
System requirements: Adobe Acrobat Reader.
Mode of access: World Wide Web.
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- Created September 22, 2008
- 7 revisions
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August 22, 2024 | Edited by MARC Bot | import existing book |
December 19, 2020 | Edited by MARC Bot | import existing book |
July 29, 2012 | Edited by VacuumBot | Updated format '[electronic resource] /' to 'Electronic resource' |
December 15, 2009 | Edited by WorkBot | link works |
September 22, 2008 | Created by ImportBot | Imported from Library of Congress MARC record |